NXEO / Nexeo Solutions, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Nexeo Solutions, Inc.
US ˙ NASDAQ
QUESTO SIMBOLO NON E' PIU' ATTIVO

Statistiche di base
CIK 1604416
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nexeo Solutions, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
February 13, 2020 SC 13G/A

NXEO / Nexeo Solutions, Inc. / Baupost Group LLC/MA - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nexeo Solutions Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65342H102 (CUSIP Number) Calendar Year 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

March 12, 2019 15-12B

NXEO / Nexeo Solutions, Inc. FORM 15

FORM 15 OMB APPROVAL OMB Number: 3235-0167 Expires: May 31, 2021 Estimated average burden hours per response 1.

March 5, 2019 SC 13D/A

NXEO / Nexeo Solutions, Inc. / First Pacific Advisors, LLC - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

Amendment No. 4 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* NEXEO SOLUTIONS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title and Class of Securities) 65342H102 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LP 11601 Wilshire Blvd. Suite 1200 Los Ang

March 1, 2019 S-8 POS

NXEO / Nexeo Solutions, Inc. S-8 POS

S-8 POS As filed with the U.S. Securities and Exchange Commission on March 1, 2019 Registration No. 333-212199 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-212199 UNDER THE SECURITIES ACT OF 1933 Nexeo Solutions, Inc. (n/k/a Pilates Merger Sub II LLC) (Exact Name of Registrant as Specified in its

March 1, 2019 POS AM

NXEO / Nexeo Solutions, Inc. POS AM

POS AM As filed with the U.S. Securities and Exchange Commission on March 1, 2019 Registration No. 333-212200 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-3 REGISTRATION STATEMENT NO. 333-212200 UNDER THE SECURITIES ACT OF 1933 Nexeo Solutions, Inc. (n/k/a Pilates Merger Sub II LLC) (Exact Name of Registrant as Specified in its C

March 1, 2019 EX-3.2

Operating Agreement of Pilates Merger Sub II LLC.

Exhibit 3.2 Exhibit 3.2 LIMITED LIABILITY COMPANY AGREEMENT OF PILATES MERGER SUB II LLC Dated as of September 10, 2018 This Limited Liability Company Agreement (this “Agreement”) of Pilates Merger Sub II LLC is entered into by Univar Inc. (the “Member”). The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 1

March 1, 2019 EX-3.1

Certificate of Formation of Pilates Merger Sub II LLC.

Exhibit 3.1 Exhibit 3.1 CERTIFICATE OF FORMATION OF PILATES MERGER SUB II LLC This Certificate of Formation of Pilates Merger Sub II LLC (the “Company”), dated as of September 10, 2018, is being duly executed and filed by Justin C. Nowell, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.). FIRST: The name of

March 1, 2019 EX-99.1

Univar Completes Acquisition of Nexeo Solutions, Creating Univar Solutions Combined Company Positioned to Drive Growth and Shareholder Value with Expanded Capabilities and Unmatched Expertise to Help Customers and Suppliers Capitalize on Growth Oppor

Exhibit 99.1 Exhibit 99.1 PRESS RELEASE FOR ADDITIONAL INFORMATION: Univar Solutions Investor Relations David Lim +1 844-632-1060 [email protected] Univar Solutions Media Relations Dwayne Roark +1 331-777-6031 [email protected] Univar Completes Acquisition of Nexeo Solutions, Creating Univar Solutions Combined Company Positioned to Drive Growth and Shareholder Value with Expanded Capabilities

March 1, 2019 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 1, 2019 NEXEO SOLUTIONS, INC. (Pilates Merger Sub II LLC, as Successor by Merger to Nexeo Solutions, Inc. ) (Exact Name of Registrant as specified in its charter) Delaw

March 1, 2019 SC 13D/A

WLRHW / WL Ross Holding Corp. / TPG Group Holdings (SBS) Advisors, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Nexeo Solutions, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92939D104 (CUSIP Number) Adam Fliss TPG Global, LLC 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 (817) 871-4000 (Name, Address and Tele

February 27, 2019 8-K

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 26, 2019 NEXEO SOLUTIONS, INC. (Exact Name of Registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or Other Jurisdiction of Incorporation) (C

February 26, 2019 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Registration Statement on Form S-4: 333-228154 The following is an excerpt from a communication by David Jukes, Univar Inc.’s President and Chief Executive Officer, se

February 20, 2019 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Registration Statement on Form S-4: 333-228154 The following is an excerpt from a communication by David Jukes, Univar Inc.’s President and Chief Executive Officer, se

February 20, 2019 425

UNVR / Univar, Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2019 Univar Inc. (Exact name of registrant as specified in its charter) Delaware 001-37443 26-1251958 (State or other jurisdiction (Commission (IRS Employer of i

February 14, 2019 SC 13G/A

NXEO / Nexeo Solutions, Inc. / Park West Asset Management LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* NEXEo SOLUTIONS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 65342H102 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 13, 2019 SC 13G

NXEO / Nexeo Solutions, Inc. / Baupost Group LLC/MA - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Nexeo Solutions Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65342H102 (CUSIP Number) Calendar Year 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

February 8, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 8, 2019 NEXEO SOLUTIONS, INC. (Exact Name of Registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or Other Jurisdiction of Incorporation) (Commiss

February 8, 2019 EX-99.1

Univar and Nexeo Solutions Announce Divestiture of Nexeo’s Plastics Distribution Business to One Rock Capital Partners

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR ADDITIONAL INFORMATION: Univar Investor Relations Nexeo Investor Relations David Lim Michael Everett +1 844-632-1060 +1 281-297-0856 [email protected] [email protected] Univar Media Relations Nexeo Media Relations Dwayne Roark Tracy Diel +1 331-777-6031 +1 281-297-0851 [email protected] [email protected] Univar and Nex

February 8, 2019 EX-99.1

Univar and Nexeo Solutions Announce Divestiture of Nexeo’s Plastics Distribution Business to One Rock Capital Partners

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR ADDITIONAL INFORMATION: Univar Investor Relations Nexeo Investor Relations David Lim Michael Everett +1 844-632-1060 +1 281-297-0856 [email protected] [email protected] Univar Media Relations Nexeo Media Relations Dwayne Roark Tracy Diel +1 331-777-6031 +1 281-297-0851 [email protected] [email protected] Univar and Nex

February 8, 2019 425

NXEO / Nexeo Solutions, Inc. 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 8, 2019 NEXEO SOLUTIONS, INC. (Exact Name of Registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or Other Jurisdiction of Incorporation) (Commiss

February 8, 2019 425

UNVR / Univar, Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2019 Univar Inc. (Exact name of registrant as specified in its charter) Delaware 001-37443 26-1251958 (State or other jurisdiction of incorporation) (Commission F

February 8, 2019 EX-99.1

Univar and Nexeo Solutions Announce Divestiture of Nexeo’s Plastics Distribution Business to One Rock Capital Partners

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR ADDITIONAL INFORMATION: Univar Investor Relations David Lim +1 844-632-1060 [email protected] Nexeo Investor Relations Michael Everett +1 281-297-0856 [email protected] Univar Media Relations Dwayne Roark +1 331-777-6031 [email protected] Nexeo Media Relations Tracy Diel +1 281-297-0851 [email protected] Univar and Nex

February 7, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36477 NEXEO

February 6, 2019 EX-99.1

Three Months Ended December 31, Period Over Period 2018 2017 $ Change % Change Chemicals Sales and operating revenues $ 438.5 $ 431.9 $ 6.6 1.5 % Gross profit 53.5 58.4 (4.9 ) (8.4 )% Plastics Sales and operating revenues 456.1 462.2 (6.1 ) (1.3 )% G

EXHIBIT 99.1 Nexeo Solutions Reports First Quarter Fiscal Year 2019 Financial Results First Quarter 2019 Highlights (Versus First Quarter 2018) • Revenue growth of 1%, with continued strong commercial execution in a mixed pricing market environment • Net income for the quarter was $16.2 million, or $0.21 per diluted share. Adjusted net income was $9.8 million, or $0.13 per diluted share • Gross pr

February 6, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2019 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File Number) (I

February 6, 2019 EX-99.2

EXHIBIT 99.2 FIRST QUARTER FISCAL YEAR 2019 Earnings Conference Call & Presentation February 7, 2019 at 9:00 a.m. CT (10:00 a.m. ET) 1 EXHIBIT 99.2 First Quarter Fiscal Year 2019 Welcome to Nexeo’s Earnings Conference Call and Presentation February 7

ex992q1fy19investorpres EXHIBIT 99.2 FIRST QUARTER FISCAL YEAR 2019 Earnings Conference Call & Presentation February 7, 2019 at 9:00 a.m. CT (10:00 a.m. ET) 1 EXHIBIT 99.2 First Quarter Fiscal Year 2019 Welcome to Nexeo’s Earnings Conference Call and Presentation February 7, 2019 beginning at 9:00 a.m. CT (10:00 a.m. ET) …Please stand by, we will begin momentarily Dial-In Information Domestic: +1.

February 5, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2019 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File Number) (I

January 29, 2019 DEFM14A

NXEO / Nexeo Solutions, Inc. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 25, 2019 425

UNVR / Univar, Inc. 425 (Prospectus)

Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Registration Statement on Form S-4: 333-228154 On January 25, 2019, Univar’s Inc.’s CEO David Jukes sent certain employees of Univar Inc. and Nexeo Solutions, Inc. an emai

January 9, 2019 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Registration Statement on Form S-4: 333-228154 The following is an excerpted transcript of a recorded message from Univar Inc.’s CEO, David Jukes, which was made avail

December 21, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Registration Statement on Form S-4: 333-228154 The following is an excerpt from a post-meeting announcement, which was made available to certain Univar employees begin

December 13, 2018 DEF 14A

NXEO / Nexeo Solutions, Inc. DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

December 6, 2018 EX-99.1

Three Months Ended September 30, Period Over Period 2018 2017 $ Change % Change Chemicals Sales and operating revenues $ 489.9 $ 455.9 $ 34.0 7.5 % Gross profit 62.7 58.0 4.7 8.1 % Plastics Sales and operating revenues 488.3 491.3 (3.0 ) (0.6 )% Gros

EXHIBIT 99.1 Nexeo Solutions Reports Fourth Quarter and Fiscal Year 2018 Financial Results Fiscal Year 2018 Highlights (Versus Fiscal Year 2017) • Revenue growth of 11%, driven by specialty growth and disciplined price execution in an inflationary environment • Net income for the year was $29.4 million, or $0.38 per diluted share. Adjusted net income was $57.0 million, or $0.74 per diluted share •

December 6, 2018 EX-99.2

EXHIBIT 99.2 FOURTH QUARTER AND FISCAL YEAR 2018 Earnings Conference Call & Presentation December 6, 2018 at 9:00 a.m. CT (10:00 a.m. ET) 1 EXHIBIT 99.2 Fourth Quarter & Fiscal Year 2018 Welcome to Nexeo’s Earnings Conference Call and Presentation De

q420188kexhibit992 EXHIBIT 99.2 FOURTH QUARTER AND FISCAL YEAR 2018 Earnings Conference Call & Presentation December 6, 2018 at 9:00 a.m. CT (10:00 a.m. ET) 1 EXHIBIT 99.2 Fourth Quarter & Fiscal Year 2018 Welcome to Nexeo’s Earnings Conference Call and Presentation December 6, 2018 beginning at 9:00 a.m. CT (10:00 a.m. ET) …Please stand by, we will begin momentarily Dial-In Information Domestic:

December 6, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2018 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File Number) (I

December 6, 2018 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36477 NEXEO SOLUTIO

December 6, 2018 EX-10.8

AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.8 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of December 7, 2016 (this “Amendment”), among NEXEO SOLUTIONS, LLC, a Delaware limited liability company (as successor to Neon Finance Company LLC) (the “Company”), each domestic subsidiary of the Company party hereto as a U.S. Borrower (each a “U.S. Borrower” and together with the Company, Holdings (as

December 6, 2018 EX-10.14

NEXEO SOLUTIONS, LLC EXCESS BENEFIT PLAN (as Amended and Restated Effective January 1, 2012)

Exhibit 10.14 NEXEO SOLUTIONS, LLC EXCESS BENEFIT PLAN (as Amended and Restated Effective January 1, 2012) Exhibit 10.14 Table of Contents I. Purpose of the Excess Plan 1 II. Incorporation of the Basic Plan 1 III. Administration 2 IV. Eligibility 2 V. Amount of Benefit 2 VI. Deemed Investment of Excess Plan Accounts and Adjustment for Net Income or Loss 4 VII. Payment of Benefits 4 VIII. Employee’

December 6, 2018 EX-21.1

Subsidiaries of Nexeo Solutions, Inc. Entity Jurisdiction of Formation Nexeo Solutions Canada Corp. Canada Nexeo Solutions Cayman Holding Co. Ltd. Cayman Islands Nexeo Solutions Chemicals Trading (Shanghai) Company Limited China Nexeo Solutions Tradi

Exhibit 21.1 Subsidiaries of Nexeo Solutions, Inc. Entity Jurisdiction of Formation Nexeo Solutions Canada Corp. Canada Nexeo Solutions Cayman Holding Co. Ltd. Cayman Islands Nexeo Solutions Chemicals Trading (Shanghai) Company Limited China Nexeo Solutions Trading (Shanghai) Company Limited China Nexeo Plaschem (Shanghai) Co., Ltd. China Nexeo Solutions Costa Rica, S. de R.L. Costa Rica Accolade

December 4, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Registration Statement on Form S-4: 333-228154 The following is an excerpt from a post-meeting announcement, which was made available to certain Univar employees begin

November 30, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 1 d660511d425.htm 425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Registration Statement on Form S-4: 333-228154 On November 30, 2018, Mark Fisher, Univar Inc.’s President of its USA Business, sent certain emplo

November 19, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Registration Statement on Form S-4: 333-228154 On November 19, 2018, Univar Inc. sent a list of customer and supplier talking points to certain Univar employees. CUSTO

November 16, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Registration Statement on Form S-4: 333-228154 The following is a message from Univar Inc.’s CEO, David Jukes, to certain Univar employees regarding the expiration of

November 16, 2018 425

NXEO / Nexeo Solutions, Inc. 425 (Prospectus)

425 Filed by Nexeo Solutions, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. Commission File No.: 001-36477 Registration Statement on Form S-4: 333-228154 Subject: ANTITRUST WAITING PERIOD EXPIRES To: NEXEO ALL-EMPLOYEE EMAIL From: NEXEO CEO Team, We have just issued a

November 16, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 16, 2018 (November 15, 2018) NEXEO SOLUTIONS, INC. (Exact Name of Registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or Other Jurisdiction of In

November 16, 2018 EX-99.1

Univar and Nexeo Solutions Announce Expiration of Hart-Scott-Rodino Waiting Period

EX-99.1 EXHIBIT 99.1 PRESS RELEASE Univar and Nexeo Solutions Announce Expiration of Hart-Scott-Rodino Waiting Period DOWNERS GROVE, ILL. and THE WOODLANDS, TEXAS—November 16, 2018 — Univar Inc. (NYSE: UNVR) (“Univar”) and Nexeo Solutions, Inc. (NASDAQ: NXEO) (“NEXEO Solutions”) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, rela

November 16, 2018 425

NXEO / Nexeo Solutions, Inc. 8-K (Prospectus)

425 1 d659767d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 16, 2018 (November 15, 2018) NEXEO SOLUTIONS, INC. (Exact Name of Registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or Oth

November 16, 2018 EX-99.1

Univar and Nexeo Solutions Announce Expiration of Hart-Scott-Rodino Waiting Period

EX-99.1 EXHIBIT 99.1 PRESS RELEASE Univar and Nexeo Solutions Announce Expiration of Hart-Scott-Rodino Waiting Period DOWNERS GROVE, ILL. and THE WOODLANDS, TEXAS—November 16, 2018 — Univar Inc. (NYSE: UNVR) (“Univar”) and Nexeo Solutions, Inc. (NASDAQ: NXEO) (“NEXEO Solutions”) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, rela

November 16, 2018 425

UNVR / Univar, Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2018 (November 15, 2018) Univar Inc. (Exact name of registrant as specified in its charter) Delaware 001-37443 26-1251958 (State or other jurisdiction (Commissio

November 16, 2018 EX-99.1

Univar and Nexeo Solutions Announce Expiration of Hart-Scott-Rodino Waiting Period

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR ADDITIONAL INFORMATION: Univar Investor Relations David Lim +1 844-632-1060 [email protected] Univar Media Relations Dwayne Roark +1 331-777-6031 [email protected] Nexeo Solutions Investor Relations Michael Everett +1 281-297-0856 [email protected] Nexeo Solutions Media Relations Tracy Diel +1 281-297-0851 Media.Relations@nexeosolution

November 15, 2018 SC 13G/A

NXEO / Nexeo Solutions, Inc. / Rotation Capital Management, LP - NEXEO SOLUTIONS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nexeo Solutions, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 65342H102 (CUSIP Number) November 15, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which

November 7, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Registration Statement on Form S-4: 333-228154 The following are excerpts from Univar Inc.’s Third Quarter 2018 Earnings Conference Call on November 6, 2018. David Juk

November 2, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) The following is an excerpt from a post-meeting announcement, which was made available to certain Univar employees beginning on November 2, 2018. Our shared commitment

October 31, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 1 d621338d425.htm 425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) The following is a transcript of a recorded message from Univar Inc.’s Vice President of Commercial Greatness, Sam Wegman, which was made availab

October 4, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) The following is a transcript of a recorded message from Univar Inc.’s Senior Vice President of Local Chemical Distribution, George Fuller, which was made available to

September 28, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 1 d578638d425.htm 425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) On September 27, 2018, Univar Inc. sent certain employees of Univar an excerpt from a newsletter in the form below regarding the proposed acquisi

September 26, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) On September 26, 2018, Mark Fisher, Univar Inc.’s President of its USA Business, sent certain employees of Univar a communication in the form below regarding the proposed

September 19, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Beginning on September 17, 2018, Univar Inc. posted on its website the fact sheet reproduced below regarding the proposed acquisition of Nexeo Solutions, Inc. Accelerating Tra

September 19, 2018 SC 13D/A

NXEO / Nexeo Solutions, Inc. / First Pacific Advisors, LLC - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

Amendment No. 3 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* NEXEO SOLUTIONS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title and Class of Securities) 65342H102 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LLC 11601 Wilshire Blvd. Suite 1200 Los An

September 19, 2018 SC 13D/A

NXEO / Nexeo Solutions, Inc. / Legion Partners Asset Management, LLC Activist Investment

SC 13D/A 1 sc13da10905002509192018.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Nexeo Solutions, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 (Title of Class of Securities) 65342H102

September 19, 2018 EX-99.1

SPONSOR SUPPORT AGREEMENT

EX-99.1 Exhibit 99.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”), dated as of September 17, 2018, is made by and between Univar Inc., a Delaware corporation (the “Parent”), and First Pacific Advisors, LLC, a Delaware limited liability company (the “Manager”) and FPA Crescent Fund, a series of FPA Funds Trust, a trust organized in the state of Delaware, FPA Global Op

September 18, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) On September 17, 2018, Univar Inc. held an investor conference call regarding the proposed acquisition of Nexeo Solutions, Inc. The following is a transcript of the af

September 18, 2018 EX-10.1

Sponsor Support Agreement, dated September 17, 2018, by and among Univar and certain affiliates of TPG Capital, LLC.

EX-10.1 Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”), dated as of September 17, 2018, is made by and between Univar Inc., a Delaware corporation (the “Parent”), TPG VI Neon II, L.P., a Delaware limited partnership (“TPG Unblocked Partnership”), TPG VI FOF Neon, L.P., a Delaware limited partnership (“TPG FOF Partnership”), Nexeo Holdco, LLC, a Delaware li

September 18, 2018 425

UNVR / Univar, Inc. FORM 8-K (Prospectus)

425 1 d626807d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 18, 2018 (September 17, 2018) UNIVAR INC. (Exact Name of Registrant as specified in its charter) Delaware 001-37443 26-1251958 (State or Other

September 18, 2018 EX-2.1

Agreement and Plan of Merger, dated September 17, 2018, by and among Nexeo, Univar, Pilates Merger Sub I Corp and Pilates Merger Sub II LLC.

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among NEXEO SOLUTIONS, INC., UNIVAR INC., PILATES MERGER SUB I CORP and PILATES MERGER SUB II LLC Dated as of September 17, 2018 NOTE: STRICTLY CONFIDENTIAL. SUBJECT TO NON-DISCLOSURE AGREEMENT. CIRCULATION OF THIS DRAFT SHALL NOT GIVE RISE TO ANY DUTY TO NEGOTIATE OR CREATE OR IMPLY ANY OTHER LEGAL OBLIGATION. NO LEGAL OBLIGATION OF ANY KIND WILL AR

September 18, 2018 EX-10.2

Sponsor Support Agreement, dated September 17, 2018, by and among Univar and First Pacific Advisors, LLC and certain of its affiliates.

EX-10.2 Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”), dated as of September 17, 2018, is made by and between Univar Inc., a Delaware corporation (the “Parent”), and First Pacific Advisors, LLC, a Delaware limited liability company (the “Manager”) and FPA Crescent Fund, a series of FPA Funds Trust, a trust organized in the state of Delaware, FPA Global Op

September 18, 2018 EX-10.1

Tax Receivable Termination and Settlement Agreement, dated September 17, 2018, by and among WL Ross Holding Corp., TPG VI Nexeo II, L.P., TPG VI FOF Nexeo, L.P., Nexeo Holdco, LLC, TPG VI AIV SLP SD, LP, and TPG VI DE BDH, LP.

EX-10.1 Exhibit 10.1 EXECUTION VERSION TAX RECEIVABLE TERMINATION AND SETTLEMENT AGREEMENT This TAX RECEIVABLE TERMINATION AND SETTLEMENT AGREEMENT (the “Agreement”) is entered into as of September 17, 2018, by and among (i) Nexeo Solutions, Inc. a Delaware corporation (f/k/a WL Ross Holding Corp., the “Company”), (ii) TPG VI Neon II, L.P., a Delaware limited partnership (“TPG Unblocked Partnershi

September 18, 2018 EX-2.1

Agreement and Plan of Merger, dated as of September 17, 2018, by and among Nexeo Solutions, Inc., Univar Inc., Pilates Merger Sub I Corp and Pilates Merger Sub II LLC (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Nexeo on September 18, 2018).

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among NEXEO SOLUTIONS, INC., UNIVAR INC., PILATES MERGER SUB I CORP and PILATES MERGER SUB II LLC Dated as of September 17, 2018 NOTE: STRICTLY CONFIDENTIAL. SUBJECT TO NON-DISCLOSURE AGREEMENT. CIRCULATION OF THIS DRAFT SHALL NOT GIVE RISE TO ANY DUTY TO NEGOTIATE OR CREATE OR IMPLY ANY OTHER LEGAL OBLIGATION. NO LEGAL OBLIGATION OF ANY KIND WILL AR

September 18, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d620013d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 18, 2018 (September 17, 2018) NEXEO SOLUTIONS, INC. (Exact Name of Registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or O

September 18, 2018 EX-2.1

Agreement and Plan of Merger, dated September 17, 2018, by and among Nexeo, Univar, Pilates Merger Sub I Corp and Pilates Merger Sub II LLC.*

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among NEXEO SOLUTIONS, INC., UNIVAR INC., PILATES MERGER SUB I CORP and PILATES MERGER SUB II LLC Dated as of September 17, 2018 NOTE: STRICTLY CONFIDENTIAL. SUBJECT TO NON-DISCLOSURE AGREEMENT. CIRCULATION OF THIS DRAFT SHALL NOT GIVE RISE TO ANY DUTY TO NEGOTIATE OR CREATE OR IMPLY ANY OTHER LEGAL OBLIGATION. NO LEGAL OBLIGATION OF ANY KIND WILL AR

September 18, 2018 425

NXEO / Nexeo Solutions, Inc. 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 18, 2018 (September 17, 2018) NEXEO SOLUTIONS, INC. (Exact Name of Registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or Other Jurisdiction of

September 18, 2018 EX-10.1

Tax Receivable Termination and Settlement Agreement, dated September 17, 2018, by and among WL Ross Holding Corp., TPG VI Nexeo II, L.P., TPG VI FOF Nexeo, L.P., Nexeo Holdco, LLC, TPG VI AIV SLP SD, LP, and TPG VI DE BDH, LP.

EX-10.1 Exhibit 10.1 EXECUTION VERSION TAX RECEIVABLE TERMINATION AND SETTLEMENT AGREEMENT This TAX RECEIVABLE TERMINATION AND SETTLEMENT AGREEMENT (the “Agreement”) is entered into as of September 17, 2018, by and among (i) Nexeo Solutions, Inc. a Delaware corporation (f/k/a WL Ross Holding Corp., the “Company”), (ii) TPG VI Neon II, L.P., a Delaware limited partnership (“TPG Unblocked Partnershi

September 18, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Beginning on September 17, 2018, Univar Inc. added information on its website regarding the proposed acquisition of Nexeo Solutions, Inc. A copy of the information is

September 18, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) Beginning on September 17, 2018, Univar Inc. added information on its internal intranet website regarding the proposed acquisition of Nexeo Solutions, Inc. A copy of t

September 18, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) On September 17, 2018, Univar Inc.’s CEO David Jukes sent certain employees an email reproduced below regarding the proposed acquisition of Nexeo Solutions, Inc. From:

September 18, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) The following is a transcript of a recorded message from Univar Inc.’s CEO David Jukes, which was made available to employees of Nexeo Solutions, Inc. beginning on Septemb

September 18, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) The following is a transcript of a recorded message from Univar Inc.’s CEO David Jukes, which was made available to employees of Univar Inc. beginning on September 17,

September 18, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) On September 17, 2018, Univar Inc. sent certain of its customers an email in the form below regarding the proposed acquisition of Nexeo Solutions, Inc. ANNOUNCEMENT: U

September 18, 2018 425

UNVR / Univar, Inc. FILED PURSUANT TO RULE 425 (Prospectus)

Filed Pursuant to Rule 425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) [On September 17, 2018, Univar Inc. sent certain of its employees and certain of Nexeo Solutions, Inc.’s employees a factsheet in the form below

September 18, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) On September 17, 2018, Univar Inc. sent certain of its suppliers an email in the form below regarding the proposed acquisition of Nexeo Solutions, Inc. ANNOUNCEMENT: U

September 18, 2018 425

UNVR / Univar, Inc. 425 (Prospectus)

425 Filed by Univar Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. (Commission File No. 001-36477) On September 17, 2018, Univar Inc. sent certain of its customers an email in the form below regarding the proposed acquisition of Nexeo Solutions, Inc. ANNOUNCEMENT: U

September 18, 2018 425

NXEO / Nexeo Solutions, Inc. 425 (Prospectus)

Filed by Nexeo Solutions, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. Commission File No.: 001-36477 On September 17, 2018, Nexeo Solutions, Inc. distributed the following communication to its customers. The communication contained information regarding the proposed

September 18, 2018 425

NXEO / Nexeo Solutions, Inc. 425 (Prospectus)

425 3 Waterway Square Place Suite 1000 The Woodlands, TX 77380 P: +1.281.297.0700 F: +1.281.297.0999 Filed by Nexeo Solutions, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. Commission File No.: 001-36477 On September 17, 2018, Nexeo Solutions, Inc. distributed the fol

September 18, 2018 425

NXEO / Nexeo Solutions, Inc. 425 (Prospectus)

425 Filed by Nexeo Solutions, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. Commission File No.: 001-36477 On September 17, 2018, Nexeo Solutions, Inc. distributed the following communication to its suppliers. The communication contained information regarding the prop

September 18, 2018 425

NXEO / Nexeo Solutions, Inc. 425 (Prospectus)

425 Filed by Nexeo Solutions, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. Commission File No.: 001-36477 On September 17, 2018, Nexeo Solutions, Inc. distributed the following communication to its customers. The communication contained information regarding the prop

September 18, 2018 425

NXEO / Nexeo Solutions, Inc. 425 (Prospectus)

425 3 Waterway Square Place Suite 1000 The Woodlands, TX 77380 P: +1.281.297.0700 F: +1.281.297.0999 Filed by Nexeo Solutions, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. Commission File No.: 001-36477 On September 17, 2018, Nexeo Solutions, Inc. distributed the fol

September 18, 2018 425

NXEO / Nexeo Solutions, Inc. 425 (Prospectus)

425 Filed by Nexeo Solutions, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. Commission File No.: 001-36477 On September 17, 2018, Nexeo Solutions, Inc. distributed the following communication to its suppliers. The communication contained information regarding the prop

September 18, 2018 425

NXEO / Nexeo Solutions, Inc. 425 (Prospectus)

Filed by Nexeo Solutions, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. Commission File No.: 001-36477 On September 17, 2018, Nexeo Solutions, Inc. distributed the following communication to its customers. The communication contained information regarding the proposed

September 18, 2018 425

NXEO / Nexeo Solutions, Inc. 425 (Prospectus)

425 Filed by Nexeo Solutions, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. Commission File No.: 001-36477 On September 17, 2018, Nexeo Solutions, Inc. distributed the following communication to its vendors. The communication contained information regarding the propos

September 18, 2018 425

NXEO / Nexeo Solutions, Inc. 425 (Prospectus)

425 Filed by Nexeo Solutions, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Nexeo Solutions, Inc. Commission File No.: 001-36477 On September 17, 2018, Nexeo Solutions, Inc. distributed the following communication to its customers. The communication contained information regarding the prop

September 18, 2018 SC 13D/A

WLRHW / WL Ross Holding Corp. / TPG Group Holdings (SBS) Advisors, Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Nexeo Solutions, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92939D104 (CUSIP Number) Adam Fliss TPG Global, LLC 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 (817) 871-4000 (Name, Address

September 17, 2018 EX-99.1

Univar to Acquire Nexeo, Accelerating Transformation and Growth Combined Company expected to drive growth and shareholder value with North America’s largest sales force, broadest product offering, and most efficient supply chain network in the indust

EX-99.1 2 d626677dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE FOR ADDITIONAL INFORMATION: Univar Investor Relations Nexeo Investor Relations David Lim Michael Everett +1 844-632-1060 +1 281-297-0856 [email protected] [email protected] Univar Media Relations Nexeo Media Relations Dwayne Roark Tracy Diel +1 331-777-6031 +1 281-297-0851 [email protected] Media.Relations@nexeo

September 17, 2018 425

UNVR / Univar, Inc. FORM 8-K (Prospectus)

425 1 d626677d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2018 Univar Inc. (Exact name of registrant as specified in its charter) Delaware 001-37443 26-1251958 (State or other jurisdiction (Commiss

September 17, 2018 EX-99.2

Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 codified in Section 27A of the Securities Act, and Section 21E of the Exchange Act, as amende

EX-99.2 3 d626677dex992.htm EX-99.2 Creating Value by Accelerating Transformation & Growth September 17, 2018 Univar Announces Agreement to Acquire Nexeo Exhibit 99.2 Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 codified in Section 27A of the Securities Act, and Section 21E of the Exchan

September 17, 2018 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 17, 2018 NEXEO SOLUTIONS, INC. (Exact Name of Registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or Other Jurisdiction of Incorporation) (

September 17, 2018 EX-99.2

Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 codified in Section 27A of the Securities Act, and Section 21E of the Exchange Act, as amende

EX-99.2 Creating Value by Accelerating Transformation & Growth September 17, 2018 Univar Announces Agreement to Acquire Nexeo Exhibit 99.2 Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 codified in Section 27A of the Securities Act, and Section 21E of the Exchange Act, as amended. Some for

September 17, 2018 EX-99.1

Univar to Acquire Nexeo, Accelerating Transformation and Growth Combined Company expected to drive growth and shareholder value with North America’s largest sales force, broadest product offering, and most efficient supply chain network in the indust

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR ADDITIONAL INFORMATION: Univar Investor Relations Nexeo Investor Relations David Lim Michael Everett +1 844-632-1060 +1 281-297-0856 [email protected] [email protected] Univar Media Relations Nexeo Media Relations Dwayne Roark Tracy Diel +1 331-777-6031 +1 281-297-0851 [email protected] [email protected] Univar to Acqu

September 17, 2018 EX-99.2

Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 codified in Section 27A of the Securities Act, and Section 21E of the Exchange Act, as amende

EX-99.2 Creating Value by Accelerating Transformation & Growth September 17, 2018 Univar Announces Agreement to Acquire Nexeo Exhibit 99.2 Forward-Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 codified in Section 27A of the Securities Act, and Section 21E of the Exchange Act, as amended. Some for

September 17, 2018 425

NXEO / Nexeo Solutions, Inc. FORM 8-K (Prospectus)

425 1 d593316d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 17, 2018 NEXEO SOLUTIONS, INC. (Exact Name of Registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or Other Jurisdictio

September 17, 2018 EX-99.1

Univar to Acquire Nexeo, Accelerating Transformation and Growth Combined Company expected to drive growth and shareholder value with North America’s largest sales force, broadest product offering, and most efficient supply chain network in the indust

EX-99.1 2 d593316dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE FOR ADDITIONAL INFORMATION: Univar Investor Relations Nexeo Investor Relations David Lim Michael Everett +1 844-632-1060 +1 281-297-0856 [email protected] [email protected] Univar Media Relations Nexeo Media Relations Dwayne Roark Tracy Diel +1 331-777-6031 +1 281-297-0851 [email protected] Media.Relations@nexeo

August 31, 2018 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Nexeo Solutions, Inc. This Joint Filing Agreement shal

August 31, 2018 SC 13D

NXEO / Nexeo Solutions, Inc. / Legion Partners Asset Management, LLC - THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Nexeo Solutions, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 (Title of Class of Securities) 65342H102 (CUSIP Number) CHRISTOPHER S. KIPER LEGI

August 7, 2018 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36477 NEXEO SOLU

August 6, 2018 EX-99.1

Three Months Ended June 30, Period Over Period 2018 2017 $ Change % Change Chemicals Sales and operating revenues $ 494.9 $ 443.9 $ 51.0 11.5 % Gross profit 64.9 54.3 10.6 19.5 % Plastics Sales and operating revenues 512.6 466.2 46.4 10.0 % Gross pro

EX-99.1 2 q320188kexhibit991.htm EXHIBIT 99.1 EXHIBIT 99.1 Nexeo Solutions Reports Third Quarter Fiscal Year 2018 Financial Results Third Quarter 2018 Highlights (Versus Third Quarter 2017) • Revenue growth of 11%, driven by strong price execution, specialty growth and an improved market environment • Net income for the quarter was $17.5 million, or $0.23 per diluted share. Adjusted net income was

August 6, 2018 EX-99.2

EXHIBIT 99.2 THIRD QUARTER FISCAL YEAR 2018 Earnings Conference Call & Presentation August 7, 2018 at 9:00 a.m. CT (10:00 a.m. ET) 1 EXHIBIT 99.2 Third Quarter Fiscal Year 2018 Welcome to Nexeo’s Earnings Conference Call and Presentation August 7, 20

q32018ex992earningspres EXHIBIT 99.2 THIRD QUARTER FISCAL YEAR 2018 Earnings Conference Call & Presentation August 7, 2018 at 9:00 a.m. CT (10:00 a.m. ET) 1

August 6, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2018 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File Number) (IRS

May 10, 2018 10-Q

NXEO / Nexeo Solutions, Inc. 10-Q (Quarterly Report)

10-Q 1 a3311810-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

May 9, 2018 EX-99.2

EXHIBIT 99.2 SECOND QUARTER FISCAL YEAR 2018 Earnings Conference Call & Presentation May 10, 2018 at 9:00 a.m. CT (10:00 a.m. ET) 1 EXHIBIT 99.2 Second Quarter Fiscal Year 2018 Welcome to Nexeo’s Earnings Conference Call and Presentation May 10, 2018

a2018q2ex992 EXHIBIT 99.2 SECOND QUARTER FISCAL YEAR 2018 Earnings Conference Call & Presentation May 10, 2018 at 9:00 a.m. CT (10:00 a.m. ET) 1 EXHIBIT 99.2 Second Quarter Fiscal Year 2018 Welcome to Nexeo’s Earnings Conference Call and Presentation May 10, 2018 beginning at 9:00 a.m. CT (10:00 a.m. ET) …Please stand by, we will begin momentarily Dial-In Information Domestic: +1.844.412.1004 Inte

May 9, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q22018earningsrelease8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2018 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdicti

May 9, 2018 EX-99.1

Three Months Ended March 31, Period Over Period 2018 2017 $ Change % Change Chemicals Sales and operating revenues $ 487.8 $ 415.0 $ 72.8 17.5 % Gross profit 62.0 50.6 11.4 22.5 % Plastics Sales and operating revenues 516.9 471.7 45.2 9.6 % Gross pro

EX-99.1 2 q220188kexhibit991.htm EXHIBIT 99.1 EXHIBIT 99.1 Nexeo Solutions Reports Second Quarter Fiscal Year 2018 Financial Results Second Quarter 2018 Highlights (Versus Second Quarter 2017) • Revenue growth of 13%, driven by improved economic environment, strong price execution and specialty growth • Net income for the quarter was $0.4 million, or $0.01 per diluted share, which includes the neg

February 14, 2018 EX-99.1

1 INVESTOR PRESENTATION February 2018 EXHIBIT 99.1 2 Non-GAAP Financial Measures and Safe Harbor Non-GAAP Financial Measures Certain financial measures presented herein, including EBITDA, adjusted EBITDA, adjusted net income, adjusted EPS, Conversion

ex991201802investorpres 1 INVESTOR PRESENTATION February 2018 EXHIBIT 99.1 2 Non-GAAP Financial Measures and Safe Harbor Non-GAAP Financial Measures Certain financial measures presented herein, including EBITDA, adjusted EBITDA, adjusted net income, adjusted EPS, Conversion Ratio and Net Debt were derived based on methodologies other than in accordance with generally accepted accounting principles

February 14, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2018 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File

February 14, 2018 SC 13G/A

NXEO / Nexeo Solutions, Inc. / Park West Asset Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* NEXEo SOLUTIONS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 65342H102 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 9, 2018 SC 13G

NXEO / Nexeo Solutions, Inc. / Rotation Capital Management, LP - NEXEO SOLUTIONS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nexeo Solutions, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 65342H102 (CUSIP Number) December 31, 2017 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which th

February 8, 2018 EX-10.2

NEXEO SOLUTIONS, INC. 2016 LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT

Exhibit 10.2 NEXEO SOLUTIONS, INC. 2016 LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT This Agreement is made and entered into as of [Date] (the “Date of Grant”), by and between Nexeo Solutions, Inc., a Delaware corporation (the “Company”), and [Employee] (the “Grantee” or “you”); WHEREAS, the Company, in order to induce you to continue to dedicate services to the Company and its Subsidiaries

February 8, 2018 EX-10.1

NEXEO SOLUTIONS, INC. 2016 LONG TERM INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT

EX-10.1 2 a123117ex101.htm EXHIBIT 10.1 Exhibit 10.1 NEXEO SOLUTIONS, INC. 2016 LONG TERM INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT This Agreement is made and entered into as of [Date] (the “Date of Grant”), by and between Nexeo Solutions, Inc., a Delaware corporation (the “Company”), and [Employee] (the “Grantee” or “you”); WHEREAS, the Company, in order to induce you to continue to dedi

February 8, 2018 10-Q

NXEO / Nexeo Solutions, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36477 NEXEO

February 7, 2018 EX-99.2

1 FIRST QUARTER FISCAL YEAR 2018 Earnings Conference Call & Presentation February 8, 2018 at 9:00 a.m. CT (10:00 a.m. ET) EXHIBIT 99.2 2 First Quarter Fiscal Year 2018 Welcome to Nexeo’s Earnings Conference Call and Presentation February 8, 2018 begi

EX-99.2 3 ex992q12018earningspres.htm EXHIBIT 99.2 1 FIRST QUARTER FISCAL YEAR 2018 Earnings Conference Call & Presentation February 8, 2018 at 9:00 a.m. CT (10:00 a.m. ET) EXHIBIT 99.2 2 First Quarter Fiscal Year 2018 Welcome to Nexeo’s Earnings Conference Call and Presentation February 8, 2018 beginning at 9:00 a.m. CT (10:00 a.m. ET) …Please stand by, we will begin momentarily Dial-In Informati

February 7, 2018 8-K

NXEO / Nexeo Solutions, Inc. 8-K (Current Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2018 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File N

February 7, 2018 EX-99.1

Three Months Ended December 31, Period Over Period 2017 2016 $ Change % Change Chemicals Sales and operating revenues $ 431.9 $ 352.4 $ 79.5 22.6 % Gross profit 58.4 42.7 15.7 36.8 % Plastics Sales and operating revenues 462.2 412.5 49.7 12.0 % Gross

EX-99.1 2 q120188kexhibit991.htm EXHIBIT 99.1 EXHIBIT 99.1 Nexeo Solutions Reports Strong First Quarter Fiscal Year 2018 Financial Results Earnings Growth Driven by Solid Execution of Strategic Objectives First Quarter 2018 Highlights (Versus First Quarter 2017) • Revenue growth of 17%, driven by strong price execution and specialty growth • Net income for the quarter of $27 million, includes a ne

February 5, 2018 8-K

Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2018 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File N

December 19, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File

December 19, 2017 EX-10.1

EXECUTION VERSION 1 AMENDMENT NO. 2, dated as of December 19, 2017 (this “Amendment”), to the Credit Agreement, dated as of June 9, 2016, by and among NEXEO SOLUTIONS, LLC, a Delaware limited liability company (as successor to Neon Finance Company LL

EX-10.1 2 ex101termloanamendmentno.htm EXHIBIT 10.1 TERM LOAN AMENDMENT NO2 EXECUTION VERSION 1 AMENDMENT NO. 2, dated as of December 19, 2017 (this “Amendment”), to the Credit Agreement, dated as of June 9, 2016, by and among NEXEO SOLUTIONS, LLC, a Delaware limited liability company (as successor to Neon Finance Company LLC) (the “Borrower”), NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited lia

December 19, 2017 EX-99.1

Nexeo Solutions Reprices Term Loan Credit Facility

Exhibit Exhibit 99.1 Nexeo Solutions Reprices Term Loan Credit Facility THE WOODLANDS, Texas - December 19, 2017 - Nexeo Solutions, Inc. (NASDAQ:NXEO) (?Company?), a leader in chemicals and plastics distribution, announced today, through its wholly owned subsidiaries, that it has entered into an Amendment to its Term Loan Credit Facility (the ?Amendment?). The Amendment reflects a 50 basis points

December 14, 2017 DEF 14A

NXEO / Nexeo Solutions, Inc. DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

December 7, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36477 NEXEO SOLUTIO

December 7, 2017 EX-12.1

Nexeo Solutions, Inc. and Subsidiaries Computation of Ratios of Earnings to Fixed Charges

Exhibit 12.1 Nexeo Solutions, Inc. and Subsidiaries Computation of Ratios of Earnings to Fixed Charges The following table sets forth our ratios of earnings to fixed charges for the periods presented ($ in millions). All periods have been revised to reflect adjustments for discontinued operations related to the sale of the Predecessor's North American composites business on July 1, 2014. The Prede

December 7, 2017 EX-21.1

Subsidiaries of Nexeo Solutions, Inc. Entity Jurisdiction of Formation Nexeo Solutions Canada Corp. Canada Nexeo Solutions Cayman Holding Co. Ltd. Cayman Islands Nexeo Solutions Chemicals Trading (Shanghai) Company Limited China Nexeo Solutions Tradi

EX-21.1 5 a09302017ex211.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of Nexeo Solutions, Inc. Entity Jurisdiction of Formation Nexeo Solutions Canada Corp. Canada Nexeo Solutions Cayman Holding Co. Ltd. Cayman Islands Nexeo Solutions Chemicals Trading (Shanghai) Company Limited China Nexeo Solutions Trading (Shanghai) Company Limited China Nexeo Plaschem (Shanghai) Co., Ltd. China Ultra Chem Costa

December 7, 2017 EX-10.12

NEXEO SOLUTIONS, LLC EXCESS BENEFIT PLAN (as Amended and Restated Effective January 1, 2012)

EX-10.12 3 a09302017ex1012.htm EXHIBIT 10.12 Exhibit 10.12 NEXEO SOLUTIONS, LLC EXCESS BENEFIT PLAN (as Amended and Restated Effective January 1, 2012) Exhibit 10.12 Table of Contents I. Purpose of the Excess Plan 1 II. Incorporation of the Basic Plan 1 III. Administration 2 IV. Eligibility 2 V. Amount of Benefit 2 VI. Deemed Investment of Excess Plan Accounts and Adjustment for Net Income or Loss

December 7, 2017 EX-10.7

AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.7 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of December 7, 2016 (this ?Amendment?), among NEXEO SOLUTIONS, LLC, a Delaware limited liability company (as successor to Neon Finance Company LLC) (the ?Company?), each domestic subsidiary of the Company party hereto as a U.S. Borrower (each a ?U.S. Borrower? and together with the Company, Holdings (as

December 6, 2017 EX-99.1

Period Over Period Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 $ Change % Change Chemicals Sales and operating revenues $ 455.9 $ 383.9 $ 72.0 18.8 % Gross profit 58.0 46.1 11.9 25.8 % Plastics Sales and operating reve

EX-99.1 2 q420178kexhibit991.htm EXHIBIT 99.1 EXHIBIT 99.1 Nexeo Solutions Reports Fourth Quarter and Fiscal Year 2017 Financial Results Fourth Quarter and Fiscal Year 2017 Highlights (Versus Fiscal Year 2016) • Fourth fiscal quarter revenue up 15%, full fiscal year up 7% • Fourth fiscal quarter net income of $13.6 million, or $0.18 per share, and full fiscal year net income of $14.4 million, or $

December 6, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q42017earningsrelease8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other juris

December 6, 2017 EX-99.2

1 FOURTH QUARTER & FISCAL YEAR 2017 Earnings Conference Call & Presentation December 7, 2017 at 9:00 a.m. CT (10:00 a.m. ET) EXHIBIT 99.2 2 Fourth Quarter and Fiscal Year 2017 Welcome to Nexeo’s Earnings Conference Call and Presentation December 7, 2

EX-99.2 3 q4fy17earningspptex992.htm EXHIBIT 99.2 1 FOURTH QUARTER & FISCAL YEAR 2017 Earnings Conference Call & Presentation December 7, 2017 at 9:00 a.m. CT (10:00 a.m. ET) EXHIBIT 99.2 2 Fourth Quarter and Fiscal Year 2017 Welcome to Nexeo’s Earnings Conference Call and Presentation December 7, 2017 beginning at 9:00 a.m. CT (10:00 a.m. ET) …Please stand by, we will begin momentarily Dial-In In

November 7, 2017 EX-17..1

Lord William Astor Letter of Resignation

EX-17..1 2 ex171lordastorresignatio.htm EXHIBIT 17.1 LORD ASTOR RESIGNATION EXHIBIT 17.1

November 7, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8kbodchanges201711.htm 8-K BOD CHANGES 2017-11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (S

September 20, 2017 SC 13D/A

NXEO / Nexeo Solutions, Inc. / First Pacific Advisors, LLC - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

Amendment No. 2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* NEXEO SOLUTIONS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title and Class of Securities) 65342H102 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LLC 11601 Wilshire Blvd. Suite 1200 Los An

September 20, 2017 EX-99.1

TRANSACTIONS

EX-99.1 2 d373986dex991.htm EX-99.1 Exhibit 99.1 TRANSACTIONS Except as previously disclosed in this Schedule 13D, as amended, the following table sets forth all transactions by the Reporting Persons or on behalf of the Reporting Persons with respect to securities of the Issuer effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on September

September 15, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8kbodchanges201709.htm 8-K BOD CHANGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State o

September 15, 2017 EX-10.1

Waiver and Consent Agreement made as of September 13, 2017 by and among Nexeo Solutions, Inc. and Nexeo Holdco, LLC

EX-10.1 2 ex101waiverandconsent.htm EXHIBIT 10.1 WAIVER AND CONSENT Execution Version US 5218244v.2 WAIVER AND CONSENT AGREEMENT This WAIVER AND CONSENT AGREEMENT (this “Agreement”) is made as of September 13, 2017, by and among Nexeo Solutions, Inc. (the “Company”) and Nexeo Holdco, LLC (“Holdco”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such te

September 15, 2017 EX-99.1

Nexeo Solutions Announces Brian A. Selmo as New Director THE WOODLANDS, Texas, September 15, 2017 (GLOBE NEWSWIRE) -- Nexeo Solutions, Inc. (NASDAQ:NXEO), a leading global chemicals and plastics distributor, announced the appointment of Brian A. Selm

EX-99.1 3 ex991prbodchanges.htm EXHIBIT 99.1 PRESS RELEASE BOD CHANGES Nexeo Solutions Announces Brian A. Selmo as New Director THE WOODLANDS, Texas, September 15, 2017 (GLOBE NEWSWIRE) - Nexeo Solutions, Inc. (NASDAQ:NXEO), a leading global chemicals and plastics distributor, announced the appointment of Brian A. Selmo to its Board of Directors. This appointment expands the Board of Directors to

August 24, 2017 SC 13D/A

NXEO / Nexeo Solutions, Inc. / First Pacific Advisors, LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

Amendment No. 1 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* NEXEO SOLUTIONS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title and Class of Securities) 65342H102 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LLC 11601 Wilshire Blvd. Suite 1200 Los An

August 24, 2017 EX-99.2

TRANSACTIONS

EX-99.2 Exhibit 99.2 TRANSACTIONS The following table sets forth all transactions by the Reporting Persons or on behalf of the Reporting Persons with respect to securities of the Issuer effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on August 23, 2017. All such transactions were purchases of securities of the Issuer effected in the open

August 24, 2017 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d639777dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of Nexeo Soluti

August 9, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36477 NEXEO SOLU

August 8, 2017 8-K

Nexeo Solutions 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File Num

August 8, 2017 EX-99.1

Successor Predecessor Three Months Ended June 30, 2017 Three Months Ended June 30, 2016* April 1 Through June 8, 2016 Chemicals Sales and operating revenues $ 443.9 $ 94.2 $ 298.7 Gross profit 54.3 9.6 38.8 Plastics Sales and operating revenues 466.2

Exhibit Nexeo Solutions Reports Third Quarter Fiscal Year 2017 Financial Results Third Quarter 2017 Highlights (Versus Third Quarter 2016) ? Net income for the quarter of $10 million, compared with prior year net loss for the Successor and Predecessor of $16 million and $20 million, respectively ? Double digit Adjusted EBITDA growth of 12% to $52.

August 8, 2017 EX-99.2

1 THIRD QUARTER FISCAL YEAR 2017 Earnings Conference Call & Presentation August 9, 2017 at 9:00 a.m. CT (10:00 a.m. ET) 2 Third Quarter Fiscal Year 2017 Welcome to Nexeo’s Earnings Conference Call and Presentation August 9, 2017 beginning at 9:00 a.m

EX-99.2 3 ex992q3fy17earningspres.htm EXHIBIT 99.2 1 THIRD QUARTER FISCAL YEAR 2017 Earnings Conference Call & Presentation August 9, 2017 at 9:00 a.m. CT (10:00 a.m. ET) 2 Third Quarter Fiscal Year 2017 Welcome to Nexeo’s Earnings Conference Call and Presentation August 9, 2017 beginning at 9:00 a.m. CT (10:00 a.m. ET) …Please stand by, we will begin momentarily Dial-In Information Domestic: +1.8

June 13, 2017 EX-99.4

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit Exhibit 99.4 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On April 3, 2017, Nexeo Solutions, Inc., a Delaware corporation (the ?Company? or ?Nexeo?), through its wholly owned subsidiaries, completed the acquisition (the ?Ultra Chem Acquisition?) of the equity interests of the Mexico City, Mexico based chemicals distribution business of Ultra Chem, S. de R.L. de C.V. and its related e

June 13, 2017 EX-99.2

Ultra Chem Group Combined Financial Statements as of and for the Years Ended December 31, 2015 and 2014, and Independent Auditors' Report Ultra Chem Group Independent Auditors’ Report and Financial Statements 2015 and 2014 Table of Contents Page Inde

EX-99.2 3 exh992.htm EXHIBIT 99.2 Ultra Chem Group Combined Financial Statements as of and for the Years Ended December 31, 2015 and 2014, and Independent Auditors' Report Ultra Chem Group Independent Auditors’ Report and Financial Statements 2015 and 2014 Table of Contents Page Independent Auditor’s Report 1 Combined Balance Sheets 2 Combined Statements of Income and Other Comprehensive Income 3

June 13, 2017 EX-99.1

ULTRA CHEM GROUP COMBINED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015, AND INDEPENDENT AUDITORS' REPORT Ultra Chem Group Independent Auditors’ Report and Financial Statements 2016 and 2015 Table of Contents Page Inde

exh991 ULTRA CHEM GROUP COMBINED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015, AND INDEPENDENT AUDITORS' REPORT Ultra Chem Group Independent Auditors? Report and Financial Statements 2016 and 2015 Table of Contents Page Independent Auditor?s Report 1 Combined Balance Sheets 2 Combined Statements of Income and Other Comprehensive Income 3 Combined Statements of Stockholders' Equity 4 Combined Statements of Cash Flows 5 Notes to the Combined Financial Statements 7 PKF M?xico T: +52 (55) 5901 3900 | www.

June 13, 2017 8-K/A

Financial Statements and Exhibits

8-K/A 1 a8-kaxultrachemproformas.htm 8-K/A ULTRA CHEM PRO FORMAS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delawar

June 13, 2017 EX-99.3

Ultra Chem Group Unaudited Condensed Combined Financial Statements as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 Ultra Chem Group Unaudited Condensed Combined Financial Statements as of March 31, 2017 and for the three m

exh993 Ultra Chem Group Unaudited Condensed Combined Financial Statements as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 Ultra Chem Group Unaudited Condensed Combined Financial Statements as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 Table of Contents Page Unaudited Condensed Combined Balance Sheets 1 Unaudited Condensed Combined Statements of Income and Other Comprehensive Income 2 Unaudited Condensed Combined Statements of Stockholders' Equity 3 Unaudited Condensed Combined Statements of Cash Flows 4 Notes to the Unaudited Condensed Combined Financial Statements 6 1 Ultra Chem Group Unaudited Condensed Combined Balance Sheets As of March 31, 2017 and December 31, 2016 (In U.

May 10, 2017 10-Q

Nexeo Solutions 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36477

May 9, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 q22017earningsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction

May 9, 2017 EX-99.1

Successor Predecessor Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Period Over Period Favorable (Unfavorable) (in millions) $ Change % Change Chemicals Sales and operating revenues $ 415.0 $ 389.0 $ 26.0 6.7 % Gross profit 50.6

Exhibit Nexeo Solutions Reports Second Quarter Fiscal Year 2017 Financial Results Second Quarter 2017 Highlights (Versus Second Quarter 2016) ? Revenue increased 6% to $918 million, driven by volume growth of 4% and strong price execution ? Net loss for the quarter of $1 million, or $0.

May 9, 2017 EX-99.2

1 SECOND QUARTER FISCAL YEAR 2017 Earnings Conference Call & Presentation May 10, 2017 at 9:00 a.m. CT (10:00 a.m. ET) 2 Second Quarter Fiscal Year 2017 Welcome to Nexeo’s Earnings Conference Call and Presentation May 10, 2017 beginning at 9:00 a.m.

EX-99.2 3 ex992q217presentation.htm EXHIBIT 99.2 1 SECOND QUARTER FISCAL YEAR 2017 Earnings Conference Call & Presentation May 10, 2017 at 9:00 a.m. CT (10:00 a.m. ET) 2 Second Quarter Fiscal Year 2017 Welcome to Nexeo’s Earnings Conference Call and Presentation May 10, 2017 beginning at 9:00 a.m. CT (10:00 a.m. ET) …Please stand by, we will begin momentarily Dial-In Information Domestic: +1.844.4

May 8, 2017 SC 13G/A

NXEO / Nexeo Solutions, Inc. / DAVIDSON KEMPNER PARTNERS - NEXEO SOLUTIONS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nexeo Solutions, Inc. (formerly known as WL Ross Holding Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65342H102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of This Statement) Check the app

May 5, 2017 8-K/A

Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction o

April 24, 2017 SC 13G

NXEO / Nexeo Solutions, Inc. / Park West Asset Management LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NEXEO SOLUTIONS, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 65342H102 (CUSIP Number) April 12, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

April 14, 2017 SC 13D/A

NXEO / Nexeo Solutions, Inc. / WL Ross Sponsor LLC - SCHEDULE 13D, AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 1) Nexeo Solutions, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 65342H102 (CUSIP Number) WL Ross Sponsor LLC Stephen Toy 1166 Avenue of the Americas New York, New York 10036 (212) 826-2111 Copy to: Thomas J. Ivey, Es

April 3, 2017 EX-2.1

EXECUTION COPY _________________________________________________________________ _______________________________________________________ STOCK PURCHASE AGREEMENT BY AND AMONG NEXEO SOLUTIONS, LLC NEXEO SOLUTIONS MEXICO HOLDINGS, LLC AND, [SHAREHOLDER

EX-2.1 2 exhibit21spa.htm EXHIBIT 2.1 EXECUTION COPY STOCK PURCHASE AGREEMENT BY AND AMONG NEXEO SOLUTIONS, LLC NEXEO SOLUTIONS MEXICO HOLDINGS, LLC AND, [SHAREHOLDER A], [SHAREHOLDER B], [SHAREHOLDER C], [SHAREHOLDER D], [SHAREHOLDER E], [SHAREHOLDER F] AND [SHAREHOLDER G] Exhibit 2.1 EXECUTION COPY ii INDEX RECITALS....................................................... 1 ARTICLE I DEFINITIONS..

April 3, 2017 8-K

Nexeo Solutions 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File Numb

April 3, 2017 EX-99.1

Nexeo Solutions Announces Successful Completion of Ultra Chem Acquisition

EX-99.1 3 exhibit991pressrelease.htm EXHIBIT 99.1 Exhibit 99.1 Nexeo Solutions Announces Successful Completion of Ultra Chem Acquisition THE WOODLANDS, Texas, April 03, 2017 - Nexeo Solutions, Inc. (NASDAQ:NXEO), a leader in chemicals distribution, announced that it has successfully completed the acquisition of Ultra Chem, S. de R.L. de C.V. (“Ultra Chem”), a specialty chemicals distribution busin

March 22, 2017 EX-99.1

Nexeo Solutions Reprices Term Loan Credit Facility

EX-99.1 3 exhibit991pressrelease.htm EXHIBIT 99.1 Exhibit 99.1 Nexeo Solutions Reprices Term Loan Credit Facility THE WOODLANDS, Texas - March 22, 2017 - Nexeo Solutions, Inc. (NASDAQ:NXEO) (“Company”), a leader in chemicals and plastics distribution, announced today, through its wholly owned subsidiaries, has entered into an Amended Credit Agreement (the “Amendment”) to its Term Loan Credit Facil

March 22, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File Number) (IRS

March 22, 2017 EX-10.1

Execution Version 1 AMENDMENT NO. 1, dated as of March 22, 2017 (this “Amendment”), to the Credit Agreement, dated as of June 9, 2016, by and among NEXEO SOLUTIONS, LLC, a Del- aware limited liability company (as successor to Neon Finance Company LLC

EX-10.1 2 ex101termloanamendmentno.htm EXHIBIT 10.1 Execution Version 1 AMENDMENT NO. 1, dated as of March 22, 2017 (this “Amendment”), to the Credit Agreement, dated as of June 9, 2016, by and among NEXEO SOLUTIONS, LLC, a Del- aware limited liability company (as successor to Neon Finance Company LLC) (the “Borrow- er”), NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (as suc-

March 9, 2017 EX-99.1

Nexeo Solutions Continues to Build Capability in Specialty Chemicals with Agreement to Acquire Ultra Chem

EX-99.1 2 a991-01.htm EXHIBIT 99.1 Exhibit 99.1 Nexeo Solutions Continues to Build Capability in Specialty Chemicals with Agreement to Acquire Ultra Chem THE WOODLANDS, Texas, March 09, 2017 - Nexeo Solutions, Inc. (NASDAQ:NXEO), a leader in chemicals and plastics distribution, announced today it has entered into an agreement to acquire the Mexico City, Mexico based specialty chemicals distributio

March 9, 2017 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a20178-kultrachem.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction o

March 8, 2017 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Ross Crane, Jennifer Gallagher and Lindsay Germano with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and

March 6, 2017 8-K

Nexeo Solutions 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File

March 6, 2017 EX-99.1

Nexeo Solutions Announces Board Changes Following Resignation of Wilbur L. Ross, Jr. from the Board of Directors

Exhibit Nexeo Solutions Announces Board Changes Following Resignation of Wilbur L.

March 1, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File Numb

March 1, 2017 EX-99.1

1 BANK OF AMERICA MERRILL LYNCH Global Agriculture & Chemical Conference March 1-2, 2017 2 Agenda 1 COMPANY PROFILE & BACKGROUND 2 DELIVERING VALUE 3 EXECUTION OF STRATEGIC OBJECTIVES 4 INVESTMENT HIGHLIGHTS 5 CONCLUSION AND Q&A 3 Non-GAAP Financial

nexeosolutionsbofamlglob 1 BANK OF AMERICA MERRILL LYNCH Global Agriculture & Chemical Conference March 1-2, 2017 2 Agenda 1 COMPANY PROFILE & BACKGROUND 2 DELIVERING VALUE 3 EXECUTION OF STRATEGIC OBJECTIVES 4 INVESTMENT HIGHLIGHTS 5 CONCLUSION AND Q&A 3 Non-GAAP Financial Measures and Safe Harbor Non-GAAP Financial Measures Certain financial measures presented herein, including EBITDA and Adjusted EBITDA were derived based on methodologies other than in accordance with generally accepted accounting principles (GAAP).

February 22, 2017 SC 13G/A

NXEO / Nexeo Solutions, Inc. / Park West Asset Management LLC - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NEXEo SOLUTIONS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 65342H102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 14, 2017 SC 13G/A

NXEO / Nexeo Solutions, Inc. / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nexeo Solutions, Inc. (f/k/a WL Ross Holding Corp) (Name of Issuer) Common Stock (Title of Class of Securities) 65342H102 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

February 13, 2017 SC 13G/A

NXEO / Nexeo Solutions, Inc. / Amici Capital, LLC Passive Investment

SC 13G/A 1 d740819213g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nexeo Solutions, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 65342H102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

February 9, 2017 10-Q

Nexeo Solutions 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-364

February 9, 2017 SC 13G/A

NXEO / Nexeo Solutions, Inc. / FIR TREE INC. - NEXEO SOLUTIONS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nexeo Solutions, Inc. (f/k/a WL Ross Holding Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65342H102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of This Statement) Check the appropriate box

February 8, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File N

February 8, 2017 EX-99.1

Successor Predecessor Three Months Ended December 31, 2016 Three Months Ended December 31, 2015 Period Over Period Favorable (Unfavorable) (in millions) $ Change % Change Chemicals Sales and operating revenues $ 352.4 $ 378.7 $ (26.3 ) (6.9 )% Gross

Exhibit Exhibit 99.1 Nexeo Solutions Reports First Quarter Fiscal Year 2017 Financial Results First Quarter 2017 Highlights (Versus First Quarter 2016) ? Net loss for the quarter of $8 million, included an $11 million non-cash charge related to the change in fair value of the deferred consideration, compared to net income of $4 million for the prior year ? Adjusted EBITDA of $34 million for the qu

February 8, 2017 EX-99.2

Nexeo Solutions, Inc. First Quarter Fiscal Year 2017 Earnings Conference Call Please stand by… We will begin momentarily 2 Welcome to Nexeo’s First Quarter Fiscal Year 2017 Earnings Conference Call and Presentation February 9, 2017 9:00 AM Central Ti

a1q17earningspresentatio Nexeo Solutions, Inc. First Quarter Fiscal Year 2017 Earnings Conference Call Please stand by? We will begin momentarily 2 Welcome to Nexeo?s First Quarter Fiscal Year 2017 Earnings Conference Call and Presentation February 9, 2017 9:00 AM Central Time 10:00 AM Eastern Time Agenda and Management Introductions 3 1 INTRODUCTIONS AND SAFE HARBOR 2 BUSINESS COMMENTARY 3 FINANC

February 2, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2017 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File N

December 15, 2016 DEF 14A

Nexeo Solutions DEF 14A

Use these links to rapidly review the document Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 8, 2016 10-K

Nexeo Solutions 10-K (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36477 NEXE

December 8, 2016 EX-10.27

1

EXHIBIT 10.27 RESTRICTED STOCK AWARD AGREEMENT To: Date of Grant: Total Number of Shares: TPG VI Neon I, L.P. (“Neon I”), TPG VI Neon II, L.P. (“Neon II”), and TPG VI FOF Neon, L.P. (“FOF Neon”) (collectively, the “Grantor”), is pleased to grant you, as an inducement to continue your employment with Nexeo Solutions, LLC., a restricted stock award (the “Restricted Stock Award”) with respect to a sp

December 8, 2016 EX-10.28

AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.28 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of December 7, 2016 (this “Amendment”), among NEXEO SOLUTIONS, LLC, a Delaware limited liability company (as successor to Neon Finance Company LLC) (the “Company”), each domestic subsidiary of the Company party hereto as a U.S. Borrower (each a “U.S. Borrower” and together with the Company, Holdings (as

December 8, 2016 EX-10.1

Nexeo Solutions, Inc. Non-Employee Director Compensation Summary Adopted by the Board of Directors on July 26, 2016

EX-10.1 2 a09302016ex101.htm EXHIBIT 10.1 Exhibit 10.1 Nexeo Solutions, Inc. Non-Employee Director Compensation Summary Adopted by the Board of Directors on July 26, 2016 Cash Compensation: Non-Employee Director Annual Retainer $100,000 Non-Executive Chairman of the Board Annual Retainer $100,000 Lead Director Annual Retainer $20,000 Audit Committee Chair Annual Retainer $20,000 Nominating and Cor

December 8, 2016 EX-12.1

Nexeo Solutions, Inc. and Subsidiaries Computation of Ratios of Earnings to Fixed Charges

Exhibit 12.1 Nexeo Solutions, Inc. and Subsidiaries Computation of Ratios of Earnings to Fixed Charges The following table sets forth our ratios of earnings to fixed charges for the periods presented ($ in millions). All periods have been revised to reflect adjustments for discontinued operations related to the sale of the Predecessor's North American composites business on July 1, 2014. The Prede

December 8, 2016 EX-21.1

Subsidiaries of Nexeo Solutions, Inc. Entity Jurisdiction of Formation Nexeo Solutions Canada Corp. Canada Nexeo Solutions Cayman Holding Co. Ltd. Cayman Islands Nexeo Solutions Chemicals Trading (Shanghai) Company Limited China Nexeo Solutions Tradi

EX-21.1 6 a09302016ex211.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of Nexeo Solutions, Inc. Entity Jurisdiction of Formation Nexeo Solutions Canada Corp. Canada Nexeo Solutions Cayman Holding Co. Ltd. Cayman Islands Nexeo Solutions Chemicals Trading (Shanghai) Company Limited China Nexeo Solutions Trading (Shanghai) Company Limited China Nexeo Plaschem (Shanghai) Co., Ltd. China Accolade Finland

December 7, 2016 EX-99.1

Nexeo Solutions, Inc. Reports Fiscal Fourth Quarter 2016 Financial Results

Exhibit Exhibit 99.1 Nexeo Solutions, Inc. Reports Fiscal Fourth Quarter 2016 Financial Results Fourth Quarter 2016 Highlights (Versus Fourth Quarter 2015) ? Fiscal year net loss for the Successor of $8 million and the net loss from continuing operations of $14 million for the Predecessor for 2016 compared to net income from continuing operations for the Predecessor of $21 million for 2015. ? Adju

December 7, 2016 EX-99.2

Nexeo Solutions, Inc. Fourth Quarter and Fiscal Year 2016 Earnings Conference Call Please stand byelipsis We will begin momentarily Welcome to Nexeo’s Fourth Quarter and Fiscal Year 2016 Earnings Conference Call and Presentation December 8, 2016 9:00

EX-99.2 3 a4qandfy16earningspresen.htm EXHIBIT 99.2 Nexeo Solutions, Inc. Fourth Quarter and Fiscal Year 2016 Earnings Conference Call Please stand byelipsis We will begin momentarily Welcome to Nexeo’s Fourth Quarter and Fiscal Year 2016 Earnings Conference Call and Presentation December 8, 2016 9:00 AM Central Time 10:00 AM Eastern Time 2 3 Agenda and Management Introductions 1 INTRODUCTIONS AND

December 7, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2016 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File N

November 8, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2016 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File N

October 11, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersi

September 1, 2016 424B3

PROSPECTUS 99,658,198 Shares Nexeo Solutions, Inc. Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration File No. 333-212200 PROSPECTUS 99,658,198 Shares Nexeo Solutions, Inc. Common Stock The selling stockholders named in this prospectus may offer and sell from time to time up to 68,990,738 shares of our common stock covered by this prospectus. In addition, this prospectus relates to the issuance by us of up to 30,667,460 shares of our

August 30, 2016 CORRESP

Nexeo Solutions ESP

Corporate Headquarters: Nexeo Solutions, Inc. 3 Waterway Square Place, Suite 1000 The Woodlands, Texas 77380 (281) 297-0700 August 30, 2016 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. St., N.E. Washington, D.C. 20549 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-212200) of Nexeo Solutions, Inc

August 30, 2016 S-3/A

Nexeo Solutions S-3/A

As filed with the Securities and Exchange Commission on August 30, 2016 Registration Statement No.

August 30, 2016 EX-99.1

COMPANY (a)

EX-99.1 2 a16-175341ex99d1.htm EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 9, 2016 (the “Closing Date”), the registrant consummated the previously announced business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger (as amended, the “Merger Agreement”), by and among WL Ross Holding Corp. (“WL Ross”), Neon Acquisition

August 30, 2016 8-K

Nexeo Solutions 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2016 Nexeo Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36477 46-5188282 (State or other jurisdiction of incorporation) (Commission Fil

August 9, 2016 EX-99.2

Nexeo Quarterly Earnings Webcast Q3 – FY16 August 9, 2016 Please stand by… We will begin momentarily Welcome to Nexeo’s Third Quarter of Fiscal Year 2016 Investor Teleconference and Webcast August 9, 2016 10:00 AM Eastern Time 9:00 AM Central Time 2

a160809nexeofy16q3invest Nexeo Quarterly Earnings Webcast Q3 ? FY16 August 9, 2016 Please stand by? We will begin momentarily Welcome to Nexeo?s Third Quarter of Fiscal Year 2016 Investor Teleconference and Webcast August 9, 2016 10:00 AM Eastern Time 9:00 AM Central Time 2 3 Agenda and Management Introductions 1 INTRODUCTIONS AND SAFE HARBOR 2 BUSINESS COMMENTARY 3 FINANCIAL PERFORMANCE 4 WRAP UP

August 9, 2016 10-Q

NXEO / Nexeo Solutions, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36477 NEXEO SOLU

August 9, 2016 EX-99.1

Nexeo Solutions, Inc. Reports Fiscal Third Quarter 2016 Financial Results

EX-99.1 2 a20160809ex991.htm EXHIBIT 99.1 Exhibit 99.1 Nexeo Solutions, Inc. Reports Fiscal Third Quarter 2016 Financial Results Third Quarter 2016 Highlights (Versus Third Quarter 2015) • WL Ross Holding Corp. and Nexeo Solutions Holdings, LLC completed the merger on June 9, 2016. • Revenues of $865 million decreased 13% from $989 million last year. • Gross profit for the Predecessor was $75 mill

August 9, 2016 EX-10.22

AMENDMENT TO VEHICLE OPERATING AND SERVICE AGREEMENT

EX-10.22 3 a63016ex1022.htm EXHIBIT 10.22 AMENDMENT TO VEHICLE OPERATING AND SERVICE AGREEMENT THIS AMENDMENT dated May 22, 2015 is by and between Ryder Truck Rental, Inc. (“Ryder”) and Nexeo Solutions, LLC (“Customer”) to amend the Vehicle Operating and Service Agreement between Ryder and Customer dated May 22, 2015 (the “Agreement”). THEREFORE, in consideration of the undertakings herein and oth

August 9, 2016 EX-10.23

SEPARATION AGREEMENT AND RELEASE OF CLAIMS

EX-10.23 4 a63016ex1023.htm EXHIBIT 10.23 Exhibit 10.23 SEPARATION AGREEMENT AND RELEASE OF CLAIMS This Separation Agreement and Release of Claims (“Agreement”) is made and entered into between Nexeo Solutions, LLC (“Company”), Nexeo Solutions Holdings, LLC (“Holdings”), and Henry E. Harrell (“Employee”). Capitalized terms used in this Agreement but not otherwise defined will have the meanings giv

August 9, 2016 8-K

Nexeo Solutions 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2016 NEXEO SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36477 46-5188282 (State or other jurisdiction of (Commission File Num

August 9, 2016 EX-10.21

VEHICLE OPERATING and SERVICE AGREEMENT

VEHICLE OPERATING and SERVICE AGREEMENT This Agreement is made as of the 22nd day of May 2015 between RYDER TRUCK RENTAL, INC.

July 5, 2016 SC 13G

NXEO / Nexeo Solutions, Inc. / Park West Asset Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NEXEO SOLUTIONS, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 65342H102 (CUSIP Number) June 22, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

June 23, 2016 EX-4.3

Nexeo Solutions, Inc. 2016 Long Term Incentive Plan

EX-4.3 2 a16-138261ex4d3.htm EX-4.3 Exhibit 4.3 Nexeo Solutions, Inc. 2016 Long Term Incentive Plan 1. Purpose. The purpose of the Nexeo Solutions, Inc. 2016 Long Term Incentive Plan (the “Plan”) is to provide a means through which Nexeo Solutions, Inc., a Delaware corporation (the “Company”), and its Subsidiaries may attract and retain able persons as employees, directors and consultants and to p

June 23, 2016 S-3

Nexeo Solutions S-3

Table of Contents As filed with the Securities and Exchange Commission on June 23, 2016 Registration Statement No.

June 23, 2016 S-8

Nexeo Solutions S-8

As filed with the Securities and Exchange Commission on June 23, 2016 Registration No.

June 20, 2016 EX-99

EX-99

Exhibit 99 Form 3 Joint Filer Information Name: FPA Crescent Fund, a series of FPA Funds Trust Address: 11601 Wilshire Blvd.

June 20, 2016 SC 13D

WLRHW / WL Ross Holding Corp. / TPG Group Holdings (SBS) Advisors, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Nexeo Solutions, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92939D104 (CUSIP Number) Clive Bode 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 (817) 871-4000 (Name, Address and Telephone Number of P

June 20, 2016 SC 13D

Nexeo Solutions SCHEDULE 13D (Activist Acquisition of More Than 5% of Shares)

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* NEXEO SOLUTIONS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title and Class of Securities) 65342H102 (CUSIP Number) J. Richard Atwood First Pacific Advisors, LLC 11601 Wilshire Blvd. Suite 1200 Los Angeles, CA 90025 (310

June 20, 2016 SC 13D

Nexeo Solutions SC 13D (Activist Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Nexeo Solutions, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 65342H102 (CUSIP Number) WL Ross Sponsor LLC Wilbur L. Ross, Jr. 1166 Avenue of the Americas New York, New York 10036 (212) 826-2111 Copy to: Thomas J. Ivey, Esq. Skadden

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 16, 2016 EX-24.1

POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G

Exhibit 24.1 POWER OF ATTORNEY FOR EXECUTING FORM ID, FORM 3, FORM 4 AND FORM 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints Michael B. Farnell, Jr., Lindsay M. Germano and Scott D. Rubinsky, or any of them acting without the other, with full power of substitution, as the undersigned?s true and lawful attorney-in-fact to: 1. Execute for and on behalf of the un

June 15, 2016 EX-99.8

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.8 23 a16-133461ex99d8.htm EX-99.8 Exhibit 99.8 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 9, 2016 (the “Closing Date”), the registrant consummated the previously announced business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger (as amended, the “Merger Agreement”), by and among WL Ross Holding Corp. (“WL Ross” or the “Company”)

June 15, 2016 EX-10.7

FORM OF INDEMNIFICATION AGREEMENT

Exhibit 10.7 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made and entered into as of June , 2016, by and among Nexeo Solutions, Inc., a Delaware corporation (the ?Company?) and its subsidiaries and controlled affiliates (together with the Company, the ?Nexeo Companies? and each a ?Nexeo Company?), and [?] (?Indemnitee?). WHEREAS, in light of the litigation cos

June 15, 2016 EX-21.1

Subsidiaries of Nexeo Solutions, Inc.

Exhibit 21.1 Subsidiaries of Nexeo Solutions, Inc. Entity Jurisdiction of Formation Nexeo Solutions, LLC Delaware Nexeo Solutions Sub Holding Corp. Delaware Nexeo Solutions Finance Corporation Delaware Nexeo Solutions Mexico Holdings, LLC Delaware Nexeo Solutions Pico Holdings, LLC Delaware Nexeo Solutions Singapore Pte. Ltd. Singapore Nexeo Solutions Hong Kong Limited Hong Kong Nexeo Solutions Ca

June 15, 2016 EX-10.5

EMPLOYMENT AGREEMENT

Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made by and among Nexeo Solutions, LLC, a Delaware limited liability company, and any successor thereto (the ?Employer?), Nexeo Solutions, Inc., a Delaware corporation (the ?Company?), and David A. Bradley (?Executive?), to be effective June 9, 2016 (the ?Effective Date?), in connection with the closing of the merger

June 15, 2016 EX-10.4

CREDIT AGREEMENT Dated as of June 9, 2016 NEON FINANCE COMPANY LLC (to be merged with and into NEXEO SOLUTIONS, LLC), as the Borrower, NEON HOLDING COMPANY LLC (to be merged with and into NEXEO SOLUTIONS HOLDINGS, LLC), as Holdings, NEXEO SOLUTIONS S

Exhibit 10.4 Execution version Term Loan B CUSIP Number: 65339QAF4 CREDIT AGREEMENT Dated as of June 9, 2016 among NEON FINANCE COMPANY LLC (to be merged with and into NEXEO SOLUTIONS, LLC), as the Borrower, NEON HOLDING COMPANY LLC (to be merged with and into NEXEO SOLUTIONS HOLDINGS, LLC), as Holdings, NEXEO SOLUTIONS SUB HOLDING CORP., as Sub Holdco BANK OF AMERICA, N.A., as Administrative Agen

June 15, 2016 EX-24

June 7, 2016

EX-24 2 yippoa.htm June 7, 2016 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 This letter confirms that Clive Bode and Joann Harris are authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Form ID Acknowledgements, on my behalf. This authorization and designation shall be valid until July 1, 2019. Very tr

June 15, 2016 EX-99.3

ST LABORATORIES GROUP, LLC CONROE, TEXAS FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION YEARS ENDED DECEMBER 31, 2012, 2011 AND THE PERIOD FROM INCEPTION (MAY 1, 2010) TO DECEMBER 31, 2010

Exhibit 99.3 ST LABORATORIES GROUP, LLC CONROE, TEXAS FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION YEARS ENDED DECEMBER 31, 2012, 2011 AND THE PERIOD FROM INCEPTION (MAY 1, 2010) TO DECEMBER 31, 2010 i ST LABORATORIES GROUP, LLC TABLE OF CONTENTS DECEMBER 31, 2012, 2011, AND THE PERIOD FROM INCEPTION (MAY 1, 2010) TO DECEMBER 31, 2010 Page INDEPENDENT AUDITORS? REPORT 1 FINANCIAL STATEMENTS

June 15, 2016 EX-3.2

AMENDED AND RESTATED BY LAWS OF NEXEO SOLUTIONS, INC. (THE “CORPORATION”) ARTICLE I OFFICES

Exhibit 3.2 AMENDED AND RESTATED BY LAWS OF NEXEO SOLUTIONS, INC. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registere

June 15, 2016 8-K/A

Nexeo Solutions 8-K/A (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2016 Nexeo Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36477 46-5188282 (State or other jurisdiction of incorporation) (Commission File

June 15, 2016 EX-10.3

CREDIT AGREEMENT Dated as of June 9, 2016 NEON FINANCE COMPANY LLC (to be merged with and into NEXEO SOLUTIONS, LLC), and the other U.S. Borrowers referred to herein, as U.S. Borrowers, and NEXEO SOLUTIONS CANADA CORP. as Canadian Borrower, NEON HOLD

Exhibit 10.3 Execution version CREDIT AGREEMENT Dated as of June 9, 2016 among NEON FINANCE COMPANY LLC (to be merged with and into NEXEO SOLUTIONS, LLC), and the other U.S. Borrowers referred to herein, as U.S. Borrowers, and NEXEO SOLUTIONS CANADA CORP. as Canadian Borrower, NEON HOLDING COMPANY LLC (to be merged with and into NEXEO SOLUTIONS HOLDINGS, LLC), as Holdings, NEXEO SOLUTIONS SUB HOLD

June 15, 2016 EX-10.2

FORM OF JOINDER AGREEMENT June [ ], 2016

Exhibit 10.2 FORM OF JOINDER AGREEMENT June [ ], 2016 [ ], a [ ] (the ?Joinder Party?) is executing and delivering this Joinder Agreement pursuant to the Tax Receivable Agreement, dated March 21, 2016 (the ?TRA?), as it may be amended from time to time, by and among WL Ross Holding Corp., a Delaware corporation (the ?Company?), TPG VI Neon II, L.P., a Delaware limited partnership, TPG VI FOF Neon,

June 15, 2016 EX-10.12

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.12 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this ?Agreement?), dated as of June 9, 2016, is made by and among the undersigned parties on the signature page hereto and Nexeo Solutions, Inc. (formerly, WL Ross Holding Corp.), a Delaware corporation (the ?Company?). RECITA

June 15, 2016 EX-3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WL ROSS HOLDING CORP. June 9, 2016

EX-3.1 2 a16-133461ex3d1.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WL ROSS HOLDING CORP. June 9, 2016 WL Ross Holding Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The present name of the Corporation is “WL Ross Holding Corp.” The original certificate of incorporat

June 15, 2016 EX-24

July 1, 2013

July 1, 2013 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 This letter confirms that Ronald Cami, John E.

June 15, 2016 EX-10.1

TAX RECEIVABLE AGREEMENT by and among WL ROSS HOLDING CORP., CERTAIN OTHER PERSONS NAMED HEREIN, DATED AS OF JUNE 9, 2016

Exhibit 10.1 Execution Version TAX RECEIVABLE AGREEMENT by and among WL ROSS HOLDING CORP., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENT DATED AS OF JUNE 9, 2016 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this ?Agreement?), dated as of June 9, 2016, is hereby entered into by and among WL Ross Holding Corp., a Delaware corporation (the ?Parent Corporation?), TPG VI Neon II, L.P., a De

June 15, 2016 EX-99.2

CHEMICAL SPECIALISTS AND DEVELOPMENT, INC. & SUBSIDIARIES CONROE, TEXAS CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION YEARS ENDED JANUARY 31, 2013 AND 2012

Exhibit 99.2 CHEMICAL SPECIALISTS AND DEVELOPMENT, INC. & SUBSIDIARIES CONROE, TEXAS CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION YEARS ENDED JANUARY 31, 2013 AND 2012 i CHEMICAL SPECIALISTS AND DEVELOPMENT, INC. & SUBSIDIARIES TABLE OF CONTENTS JANUARY 31, 2013 AND 2012 Page INDEPENDENT AUDITORS? REPORT 1 FINANCIAL STATEMENTS 4 CONSOLIDATED BALANCE SHEETS 5 CONSOLIDATED BALANCE

June 15, 2016 EX-99.5

CHEMICAL SPECIALISTS AND DEVELOPMENT, INC. & SUBSIDIARIES TABLE OF CONTENTS

EX-99.5 20 a16-133461ex99d5.htm EX-99.5 Exhibit 99.5 CHEMICAL SPECIALISTS AND DEVELOPMENT, INC. & SUBSIDIARIES TABLE OF CONTENTS Page FINANCIAL STATEMENTS UNAUDITED CONSOLIDATED BALANCE SHEETS 2 UNAUDITED CONSOLIDATED STATEMENTS OF INCOME 4 UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY 5 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS 6 UNAUDITED NOTES TO CONSOLIDATED FINANCI

June 15, 2016 EX-99.7

STX FREIGHT COMPANY CONROE, TEXAS FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

Exhibit 99.7 STX FREIGHT COMPANY CONROE, TEXAS FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 STX FREIGHT COMPANY TABLE OF CONTENTS Page FINANCIAL STATEMENTS Unaudited Balance Sheets 2 Unaudited Statements of Income 3 Unaudited Statement of Changes in Stockholders? Equity 4 Unaudited Statements of Cash Flows 5 Unaudited Notes to Financial Statements 6 i FINANCIAL STATEMENTS 1 S

June 15, 2016 EX-99.6

ST LABORATORIES GROUP, LLC CONROE, TEXAS FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

Exhibit 99.6 ST LABORATORIES GROUP, LLC CONROE, TEXAS FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 ST LABORATORIES GROUP, LLC TABLE OF CONTENTS Page FINANCIAL STATEMENTS Unaudited Balance Sheets 2 Unaudited Statements of Income 3 Unaudited Statements of Changes in Stockholders? Equity 4 Unaudited Statements of Cash Flows 5 Notes to Financial Statements (Unaudited) 6 i FINANCI

June 15, 2016 EX-10.6

NEXEO SOLUTIONS, INC. SEVERANCE PLAN FOR U.S. OFFICERS AND EXECUTIVES Amended and Restated, Effective as of June 9, 2016

EXHIBIT 10.6 NEXEO SOLUTIONS, INC. SEVERANCE PLAN FOR U.S. OFFICERS AND EXECUTIVES Amended and Restated, Effective as of June 9, 2016 NEXEO SOLUTIONS, INC. SEVERANCE PLAN FOR U.S. OFFICERS AND EXECUTIVES (Amended and Restated, Effective as of June 9, 2016) TABLE OF CONTENTS Page ARTICLE I PURPOSE, INTENT AND TERM OF PLAN 1 Section 1.01 Purpose and Intent of the Plan 1 Section 1.02 Term of the Plan

June 15, 2016 EX-10.14

NEXEO SOLUTIONS, INC. 2016 LONG TERM INCENTIVE PLAN FORM OF PERFORMANCE SHARE UNIT AGREEMENT

EXHIBIT 10.14 NEXEO SOLUTIONS, INC. 2016 LONG TERM INCENTIVE PLAN FORM OF PERFORMANCE SHARE UNIT AGREEMENT This Agreement is made and entered into as of (the ?Date of Grant?) by and between Nexeo Solutions, Inc., a Delaware corporation (the ?Company?), and (the ?Grantee? or ?you?); WHEREAS, the Company, in order to induce you to continue to dedicate services to the Company and its Subsidiaries, an

June 15, 2016 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2016 Nexeo Solutions, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2016 Nexeo Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 1-36477 46-5188282 (State or other jurisdiction of incorporation) (Commission File N

June 15, 2016 EX-10.10

FORM OF JOINDER AGREEMENT June [ ], 2016

Exhibit 10.10 FORM OF JOINDER AGREEMENT June [ ], 2016 [ ], a [ ] (the ?Joinder Party?) is executing and delivering this Joinder Agreement pursuant to the Shareholders? and Registration Rights Agreement, dated as of March 21, 2016 (the ?SHRRA?), as it may be amended from time to time, by and among Nexeo Holdco, LLC, a Delaware limited liability company, and certain of its affiliates, WL Ross Spons

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